REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 23rd, 2015 • J M SMUCKER Co • Canned, fruits, veg, preserves, jams & jellies • New York
This REGISTRATION RIGHTS AGREEMENT dated March 20, 2015 (this “Agreement”) is entered into by and among The J.M. Smucker Company, an Ohio corporation (the “Company”), the guarantors listed in Schedule 1 hereto (the “Initial Guarantors”) and J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several Initial Purchasers (collectively, the “Initial Purchasers”) named in the Purchase Agreement (as defined below).
NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • March 23rd, 2015 • J M SMUCKER Co • Canned, fruits, veg, preserves, jams & jellies • Ohio
This NONSTATUTORY STOCK OPTION AGREEMENT (this “Agreement”), dated [ ], 2015 (the “Date of Grant”), is between The J. M. Smucker Company, an Ohio corporation (the “Company”), and [ ] (the “Optionee”). The award hereunder is granted pursuant to the terms of the Company’s 2010 Equity and Incentive Compensation Plan (the “Plan”). Capitalized terms used herein but not defined will have the respective meanings set forth in the Plan.
ContractJ M SMUCKER Co • March 23rd, 2015 • Canned, fruits, veg, preserves, jams & jellies
As used below, except where otherwise specified or unless the context otherwise requires, the terms “Smucker,” the “Company,” “we,” “us,” and “our” refer to The J. M. Smucker Company, an Ohio corporation, and its consolidated subsidiaries prior to the Mergers (as defined below), and the term “BAG” refers to Blue Acquisition Group, Inc., a Delaware corporation and the parent of Big Heart Pet Brands (“Big Heart Pet”), and its consolidated subsidiaries. As used herein, the term “Merger Agreement” refers to the Agreement and Plan of Merger, dated as of February 3, 2015, as it may be amended from time to time, by and among the Company, BAG, SPF Holdings I, Inc., a Delaware corporation and a wholly owned subsidiary of the Company, SPF Holdings II, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company, and for the limited purposes set forth in the Merger Agreement, Blue Holdings I, L.P., the controlling stockholder of BAG.
NONSTATUTORY STOCK OPTION AGREEMENTNonstatutory Stock Option Agreement • March 23rd, 2015 • J M SMUCKER Co • Canned, fruits, veg, preserves, jams & jellies • Ohio
This NONSTATUTORY STOCK OPTION AGREEMENT (this “Agreement”), dated [ , 2015] (the “Date of Grant”)1, is between The J. M. Smucker Company, an Ohio corporation (the “Company”), and David J. West (the “Optionee”). The award hereunder is granted pursuant to the terms of the Company’s 2010 Equity and Incentive Compensation Plan (the “Plan”). Capitalized terms used herein but not defined will have the respective meanings set forth in the Plan.
CHANGE IN CONTROL SEVERANCE AGREEMENTChange in Control Severance Agreement • March 23rd, 2015 • J M SMUCKER Co • Canned, fruits, veg, preserves, jams & jellies • Ohio
THIS CHANGE IN CONTROL SEVERANCE AGREEMENT (this “Agreement”), dated as of March 20, 2015, is made by and between The J. M. Smucker Company, an Ohio corporation (the “Company”), and [ ] (the “Executive”).
